Court orders prompt consideration of directorship cessation form under Companies Act, 2013

The court granted the Writ of Mandamus, directing the Registrar of Companies to consider the Form DIR-12 for cessation of directorship under Section 167(1)(b) of the Companies Act, 2013. The delay in processing the form led to non-compliance issues, penalties, and operational difficulties for the petitioner. The court emphasized the Registrar's legal obligation to promptly register electronic documents, stating that disputes between parties should not impede the processing of statutory forms.

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Issues:
1. Approval of e-Form DIR-12 for cessation of directorship under Section 167(1)(b) of Companies Act, 2013.
2. Delay in processing the e-Form leading to non-compliance and penalties.
3. Dispute between parties affecting the processing of the form.
4. Legal obligations of Registrar of Companies regarding registration of documents in electronic form.

Issue 1: Approval of e-Form DIR-12
The petitioner sought a Writ of Mandamus to direct the 1st respondent to approve the e-Form DIR-12 for cessation of directorship under Section 167(1)(b) of Companies Act, 2013. The petitioner submitted the form due to the 3rd respondent's absence from board meetings. The form was not processed, leading to non-compliance and difficulties in statutory filings. The petitioner exhausted all remedies, including complaints to relevant authorities, before filing the writ petition.

Issue 2: Delay and Non-Compliance
The delay in processing the e-Form DIR-12 caused non-compliance issues for the petitioner, resulting in penalties and an ACTIVE Non-Compliance status. The petitioner's inability to file required forms for director appointments and removals due to the pending status of DIR-12 led to operational difficulties and reputational damage. Despite efforts to notify authorities and seek resolution, no action was taken, exacerbating the petitioner's challenges.

Issue 3: Dispute Impacting Form Processing
The respondent cited ongoing litigations and complaints by another individual as reasons for withholding approval of the form. The private dispute between parties and pending legal matters were presented as grounds for delaying the processing of the form. The court noted that mere pendency of complaints should not hinder the processing of the petitioner's form, emphasizing the arbitrary nature of the delay.

Issue 4: Legal Obligations of Registrar of Companies
Section 398(f) of the Companies Act, 2013 mandates the Registrar of Companies to register documents in electronic form, including changes in directorship. The court emphasized the mandatory nature of this provision, stating that the Registrar must process and accept such forms promptly. Withholding the DIR-12 form due to disputes between individuals was deemed impermissible, as it infringed upon the petitioner's rights under the Companies Act, 2013.

In conclusion, the court disposed of the writ petition directing the Registrar of Companies to consider the Form DIR-12 submitted by the petitioner if compliant with the law, highlighting the Registrar's obligation to process such forms promptly.

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